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BLOCKCHAIN & ICO

ICO for B2B / B2C Blockchain Freelance Platform

Represented B2B / B2C blockchain freelance platform in the process of raising capital through SAFT and Regulation D offering and eventual sale of utility tokens on the open market once the platform is fully developed and decentralized, including review and analysis of the white paper and the project, preparation of the private placement memorandum (PPM), SAFT and subscription agreements, and Blue Sky Laws filings

ICO for Blockchain Based Gaming Platform

Represented a blockchain based gaming platform and consulted regarding difference between utility and security tokens, the process of launching an ICO in the U.S. through Regulation A+ and Regulation D offerings, and the possibility of sale of on the open market after the platform is built, decentralized and compliant with SEC’s interpretation of “utility”.

Real Estate Development Blockchain Startup

Advised real estate development blockchain startup from UAE regarding a pre-ICO sale in the U.S. and compliance with SEC rules and regulations

ICO for Cross-Blockchain Crypto Trading Platform

Advised cross-blockchain crypto trading platform regarding the process of raising capital in the U.S. through SEC Regulation A and D offerings, including preparation of all necessary subscription materials, including PPM, SAFT and Blue Sky filings

ICO Team and Process Due Diligence

Advised prospective investors regarding ICO participation, including team due diligence, whitepaper review and review of the escrow provisions

Exemptions from registration with SEC during ICO

Advised ICO team regarding SEC registration requirements and available exemptions, including the limitations on the amount of investment, advertising and solicitation, investors’ requirements, necessary provisions for the whitepaper and necessary federal and state filing requirements

Advantages and Limitations of SAFT framework

Advised a client during preparation for a token pre-sale on the advantages and limitations of the SAFT framework, including possible removal of restrictions on future re-sale or tokens

REAL ESTATE PRACTICE

U.S. Inbound Investment in Commercial Development Project

Represented a foreign private fund in connection with the corporate and tax structuring of their investment in commercial real estate project in NYC utilizing beneficial tax treaty provisions, and combination and debt and equity

Acquisition of Development Lot in Miami

Represented as co-counsel a developer in acquisition of $21M development lot on the Indian Creek Compound, Miami, FL

Sale of Multi-Family Building and Partner Buy-Out

Successfully represented a client in the sale of a mixed-use building in Midtown, Manhattan and the buy-out of his partner’s ownership interest in the building

Commercial Loan Secured by a Building

Represented a borrower in $10M commercial loan transaction secured by an office building in Florida

Acquisition and Development of EPA’s Superfund Site in Connecticut

Represented as co-counsel a developer in a $50M project involving acquisition of the EPA’s Superfund site in CT for developing 100,000 SF retail store

Irrevocable Trust to Hold Real Estate

Represented as co-counsel a foreign investor in setting up an irrevocable trust in New York for purchasing and holding real estate in Manhattan for the benefit of the investor’s family

Retail Condo Purchase and Financing

Assisted a foreign client with obtaining financing for the purchase of $5.75M retail condominium unit in Downtown, Manhattan

Reverse 1031-Exchange

Advised a foreign client on structuring a reverse 1031-exchange for the sale of $5M mixed-use property in Midtown Manhattan

Delaware Dynasty Trust to Purchase and Hold Investment Real Estate

Represented as co-counsel a foreign investor in connection with setting-up a Delaware Dynasty Trust for asset protection purposes and for purchasing and holding investment real estate in New York

INTERNATIONAL PRIVATE CLIENT

Super Yacht Purchase and Registration

Successfully completed acquisition of a luxury yacht, involving negotiating post-closing manufacturing work, offshore closing, clearing through customs in the EU, Cayman flag registration, obtaining U.S. cruising license

Close-Ended Asset Based Fund

Coordinated creation of legal, marketing and business documentation for a fancy color diamond fund (master feeder structure) focused on enhancing value of an existing collection of rare color diamonds and acquiring new diamonds

Trust and Asset Restructuring

Assisted with restructuring of client’s existing holdings (real estate, fine art and collectibles), including review of insurance policies and negotiations with underwriters to cover gaps and additional risks

Luxury Estate Lease in Greenwich, CT

Represented as co-counsel a member of a royal family in drafting and negotiating the lease for a residential property in Greenwich, CT 

Due Diligence and Feasibility of Building a Methanol Production Facility

Analyzed feasibility of a project involving dry natural gas to methanol production plant in Marcellus Shale taking advantage of the cheap stranded shale gas available in the area and limited regional competition

Pre-immigration Planning and Re-structuring

Represented a leading global gold retailer in connection with the owner’s plans to relocate to the U.S., including analyzing current global business operations and personal assets and designing an optimized tax and corporate structure to minimize US tax consequences

Holdings Restructuring and Cayman Star Trust

Represented a foreign client in restructuring of business holdings and contributing all interest in business to a Cayman Star trust

Importation and Registration of High-Performance Car

Assisted a client in importing a luxury high-performance car from Middle East to the United States to operate on the U.S. roads

Super Yacht Incident and Insurance Coverage

Successfully advised the owner and coordinated the inspection, claim coverage and repair process for a luxury yacht following accident at sea

Pre-VC Funding Restructuring and Conversion of a Successful Start-up

Represented a successful tech start-up in connection with converting an existing NJ LLC into DE corporation with super-voting stock for founders and non-voting restricted stock for employees

Purchase Price Adjustment Dispute

Advised a leading healthcare advertising and marketing agency in its post-acquisition $1.8M purchase price adjustment dispute

Structuring and Launching of Crowdfunding Platform

Assisted a client with structuring and launching health technology crowdfunding platform, including guiding the client through several rounds of capital raise

Two-tier Maltese Operating Structure

Represented a client in connection with planned relocation to the U.S. and designed a two-tier Maltese operating structure in order to defer U.S. income taxation and ensure preferred dividend distribution rates

U.S. Inbound Operating Structure

Advised Ukrainian-based water filtration company in connection with U.S. market entry, and establishing production facility and operations in the U.S.

For more information, contact Dilendorf & Khurdayan by email or call 212.457.9797

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